February 22, 2011 - New York, NY — Marubeni-Itochu Steel America Inc. (MISA) and Worthington Industries, Inc. (NYSE: WOR) announced today that they have reached an agreement in principle to combine ClarkWestern Building Systems and Dietrich Metal Framing in a newly-formed joint venture. In the transaction, MISA will acquire a 75 percent interest of the joint venture, and Worthington will acquire a 25 percent interest. As part of the exchange, Worthington will also acquire the assets of the non-automotive service center business of MISA Metals, Inc. (MMI) consisting of three steel processing facilities located in Ohio and Tennessee. Both parties anticipate the deal will be signed by the end of the month.
"We are making two businesses stronger by combining them in a joint venture," John McConnell, Chairman and CEO of Worthington Industries said. "The economic downturn has been particularly difficult for the construction industry and by creating the joint venture, we best position them to be profitable now, and for success when the market begins to recover." McConnell added, "We are also pleased that a large number of our current employees will have an opportunity to work for the joint venture."
"The joint venture will provide our customers access to a broad product line, high-performing equipment and excellent customer service," said Bill Courtney, President of ClarkWestern Building Systems Inc. "Our combined technical expertise has the potential to benefit our customers through improved efficiency, innovative products and strong leadership. We are excited about the opportunities we can offer by having a broad distribution capability supported by our combined well-respected workforce."
The exchange of assets is being structured as a cashless transaction with the exception of working capital adjustments and other transition payments.
About Marubeni-Itochu Steel America Inc. (MISA)
MISA is a fully integrated network of metal processing and manufacturing facilities and sales and service offices strategically located in the United States, Canada and Mexico. Founded in 2001, the company is a recognized industry leader in all aspects of supply chain management and processed metals for the automotive, construction and other major industries.
MISA is a wholly owned subsidiary of Marubeni-Itochu Steel Inc. and is the subsidiary responsible for international trade, processing and manufacturing operations in the Americas. Marubeni-Itochu Steel Inc. is a global leader in metal trading, processing and manufacturing with revenue of $15.1 billion in fiscal year 2009. Marubeni-Itochu Steel Inc. employs approximately 7,800 people and operates 45 offices in 23 countries worldwide.
About Worthington Industries
Worthington Industries is a leading diversified metals manufacturing company with 2010 fiscal year sales of approximately $1.9 billion. The Columbus, Ohio based company is North America's premier value-added steel processor and a leader in manufactured pressure cylinders, such as propane, oxygen and helium tanks, hand torches, refrigerant and industrial tanks, camping cylinders, alternative fuel storage, and scuba tanks; light gauge steel framing for commercial and residential construction; framing systems and stairs for mid-rise buildings; current and past model automotive service stampings; metal ceiling grid systems; steel pallets and racks; and through joint ventures, suspension grid systems for concealed and lay-in panel ceilings, and laser welded blanks. Worthington employs approximately 6,500 people and operates 67 facilities in 11 countries.
Founded in 1955, the company operates under a long-standing corporate philosophy rooted in the golden rule. Earning money for its shareholders is the first corporate goal. This philosophy serves as an unwavering commitment to the customer, supplier, and shareholder, and it serves as the company's foundation for one of the strongest employee-employer partnerships in American industry.
About ClarkWestern Building Systems
ClarkWestern Building Systems manufactures a full line of drywall studs and accessories, structural studs and joists, metal lath and accessories, and shaft wall studs and track. Quality manufacturing, a full-line inventory offering, engineering services, and responsive customer service all combine to make ClarkWestern Building Systems one of the largest and fastest growing manufacturers of light gauge steel framing in the United States.
About Dietrich Metal Framing
Dietrich Metal Framing is the leading manufacturer of light-gauge framing and finishing products, systems and services for commercial and residential construction. Dietrich's employees use state-of-the-art equipment and in-house metallurgic labs to ensure superior product performance and competitive prices. Dietrich Metal Framing, founded in 1959, is a Worthington Industries Company.